FWP 1 dfwp.htm FREE WRITING PROSPECTUS - E-1586 Free Writing Prospectus - E-1586

Free Writing Prospectus

(To the Prospectus dated August 31, 2007 and

the Prospectus Supplement dated September 4, 2007)

  

Filed Pursuant to Rule 433

Registration No. 333-145845

February 6, 2008, as

amended as of

February 20, 2008

 

LOGO   

$[]

100% Principal Protected Notes due February 27, 2009

Linked to the Performance of the Common Stock of Merck & Co., Inc.

Medium-Term Notes, Series A, No. E-1586

 

Key Terms:    Terms used in this free writing prospectus, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.
Issuer:    Barclays Bank PLC (Rated AA/Aa1‡)
Initial Valuation Date:    February 22, 2008
Issue Date:    February 29, 2008
Final Valuation Date:    February 24, 2009
Maturity Date:    February 27, 2009* (resulting in a term to maturity of approximately 1 year)
Denominations:    Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof.
Interest:    We will not pay you interest during the term of the Notes.
Conditional Coupon:    14.00%
Linked Share    The common stock of Merck & Co., Inc. (Bloomberg ticker symbol: MRK)
Principal Protection Percentage:    100%
Range:   

The range above, but not including, the lower barrier and below, but not including, the upper barrier, where:

lower barrier is [], the initial price multiplied by 86.00%

upper barrier is [], the initial price multiplied by 114.00%

Initial Price    [], the closing price of the linked share on the initial valuation date.
Final Price    [], the closing price of the linked share on the final valuation date.
Payment at Maturity:   

If you hold your Notes to maturity, you will receive a cash payment determined as follows:

 

•        if the closing price of the linked share is within the range – above the lower barrier and below the upper barrier – at all times between the initial valuation date and the final valuation date, you will receive (a) the principal amount of your Notes plus (b) the principal amount multiplied by the conditional coupon:

 

$1,000 + ($1,000 x conditional coupon)

 

•        if the closing price of the linked share is outside the range – at or below the lower barrier or at or above the upper barrier – at any time between the initial valuation date and the final valuation date, you will receive a cash payment of $1,000 for each $1,000 principal amount Note.

 

Your principal is only protected if you hold the Notes to maturity.

Calculation Agent:    Barclays Bank PLC
Business Day:    New York
CUSIP/ISIN:    06738R EF9 and US06738REF91

 

The Notes are expected to carry the same rating as the Medium-Term Notes Program, Series A, which is rated AA by Standard & Poor’s, a division of the McGraw-Hill Companies, Inc, and will be rated Aa1 by Moody’s Investor Services, Inc. The rating is subject to downward revision, suspension or withdrawal at any time by the assigning rating organization. The rating (1) does not take into account market risk or the performance-related risks of the investment (including, without limitation, the risks associated with the potential negative performance of any reference asset to which the Notes are linked), and (2) is not a recommendation to buy, sell or hold securities.

 

* Subject to postponement in the event of a market disruption event and as described under “Reference Assets—Equity Securities—Market Disruption Events Relating to Notes with an Equity Security as the Reference Asset” in the prospectus supplement.

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page S-3 of the prospectus supplement and “ Selected Risk Considerations” beginning on page FWP-5 of this free writing prospectus.

The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this free writing prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.

 

     Price to Public    Agent’s Commission    Proceeds to Barclays Bank PLC

Per Note

   100%    %    %

Total

   $    $    $

LOGO


Barclays Bank PLC has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus dated August 31, 2007, the prospectus supplement dated September 4, 2007 and other documents Barclays Bank PLC has filed with the SEC for more complete information about Barclays Bank PLC and this offering. Buyers should rely upon the prospectus, prospectus supplement and any relevant free writing prospectus or pricing supplement for complete details. You may get these documents and other documents Barclays Bank PLC has filed for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Barclays Bank PLC or any agent or dealer participating in this offering will arrange to send you the prospectus, prospectus supplement, preliminary pricing supplement, if any, and final pricing supplement (when completed) and this free writing prospectus if you request it by calling your Barclays Bank PLC sales representative, such dealer or 1-888-227-2275 (Extension 1101). A copy of the prospectus may be obtained from Barclays Capital, 200 Cedar Knolls Road, Building E, 4th Floor—Attn: US Syndicate Operations, Whippany, NJ 07981.

You may revoke your offer to purchase the Notes at any time prior to the pricing as described on the cover of this free writing prospectus. We reserve the right to change the terms of, or reject any offer to purchase the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

ADDITIONAL TERMS SPECIFIC TO THE NOTES

You should read this free writing prospectus together with the prospectus dated August 31, 2007, as supplemented by the prospectus supplement dated September 4, 2007 relating to our Medium-Term Notes, Series A, of which these Notes are a part. This free writing prospectus, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the prospectus supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

 

   

Prospectus supplement dated September 4, 2007 and prospectus dated August 31, 2007:

http://www.sec.gov/Archives/edgar/data/312070/000119312507194615/d424b3.htm

Our SEC file number is 1-10257. As used in this pricing supplement, the “Company,” “we,” “us,” or “our” refers to Barclays Bank PLC.

Program Credit Rating

The Notes are issued under the Medium-Term Notes Program, Series A (the “Program”). The Notes are expected to carry the rating of the Program, which is rated AA by Standard & Poor’s, a division of the McGraw-Hill Companies, Inc (“S&P”), and will be rated Aa1 by Moody’s Investor Services, Inc. (“Moody’s”). An AA rating from S&P generally indicates that the issuer’s capacity to meet its financial commitment on the obligations arising from the Program is very strong. An Aa1 rating by Moody’s indicates that the Program is currently judged by Moody’s to be an obligation of high quality and is subject to very low credit risk. The credit rating is a statement of opinion and not a statement of fact and is subject to downward revisions, suspension or withdrawal at any time by the assigning rating agency. The rating (1) does not take into account market risk or the performance-related risks of the investment (including, without limitation, the risks associated with the potential negative performance of any reference asset to which the Notes are linked), and (2) is not a recommendation to buy, sell or hold securities.

 

FWP-2


Description of Hypothetical Example

The following hypothetical example is provided for illustration purposes only. Assumptions in the example below are purely fictional and do not relate to the actual linked share. The hypothetical terms do not represent the terms of an actual Note. They have been created in order to illustrate the relationship between potential returns on a Note and potential returns on the linked share. The example is hypothetical, and does not purport to be representative of every possible scenario concerning increases or decreases in the value of the hypothetical linked share. Investors should not take the example below as an indication or assurance of the expected performance of the Notes or the linked share.

Below is a Table of Hypothetical Values at Maturity, based on the assumptions outlined for a hypothetical linked share, which demonstrates the return that you would have earned from (i) an investment in the Notes compared to (ii) a direct investment in the hypothetical linked share (prior to the deduction of any applicable brokerage fees or charges).

In the Table of Hypothetical Values at Maturity some amounts are rounded and actual returns may be different. The following is a general description of how the hypothetical values in each table were determined.

Assumptions:

 

 

Investor purchases $1,000 principal amount of Notes on the initial valuation date at the initial public offering price and holds the Notes to maturity.

 

 

No market disruption events, anti-dilution adjustments, reorganization events or events of default occur during the term of the Notes.

 

Initial price:    $ 47.4700  
Lower Barrier:    $ 40.8242  
Upper Barrier:    $ 54.1158  
Dividend yield:      3.29 %

Table of Hypothetical Values at Maturity

 

Linked Share

Performance

   Final Price of
Linked Share
   Total Return for Investment in the Notes    Total Return for Direct
Investment in the

Linked Share
      Closing Price Ever
Outside Range
  Closing Price Always
Within Range
  

100%

   $94.94    0%   N/A    103.29%

75%

   $83.07    0%   N/A      78.29%

50%

   $71.21    0%   N/A      53.29%

25%

   $59.34    0%   N/A      28.29%

20%

   $56.96    0%   N/A      23.29%

15%

   $54.59    0%   N/A      18.29%

14.00%

   $54.12    0%   N/A      17.29%

10%

   $52.22    0%   14.00%      13.29%

5%

   $49.84    0%   14.00%        8.29%

0%

   $47.47    0%   14.00%        3.29%

-5%

   $45.10    0%   14.00%    -  1.71%

-10%

   $42.72    0%   14.00%    -  6.71%

-14.00%

   $40.82    0%   N/A    -10.71%

-15%

   $40.35    0%   N/A    -11.71%

-20%

   $37.98    0%   N/A    -16.71%

-25%

   $35.60    0%   N/A    -21.71%

-50%

   $23.74    0%   N/A    -46.71%

-75%

   $11.87    0%   N/A    -71.71%

-100%

   $  0.00    0%   N/A    -96.71%

Selected Purchase Considerations

 

   

Market Disruption Events and Adjustments—The payment at maturity, the final valuation date and the closing price of the linked share are subject to adjustment as described in the following sections of the prospectus supplement:

 

   

For a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see “Reference Assets—Equity Securities—Market Disruption Events Relating to Notes with an Equity Security as the Reference Asset”; and

 

FWP-3


   

For a description of further adjustments that may affect the linked share, see “Reference Assets—Equity Securities—Share Adjustments Relating to Notes with an Equity Security as the Reference Asset—Antidilution Adjustments”.

 

   

Appreciation Potential—The Notes provide the opportunity to enhance returns by entitling you to 14.00% conditional coupon paid at maturity in the event that the closing price of the linked share is at all times within the range between the initial valuation date and the final valuation date, in addition to the principal amount of your Notes.

 

   

Preservation of Capital at Maturity—You will receive at least 100% of the principal amount of your Notes if you hold your Notes to maturity, regardless of the performance of the linked share. Because the Notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due.

 

   

Certain U.S. Federal Income Tax Considerations— The following section assumes that the description of the terms of the Notes in this free writing prospectus is materially correct. The discussion below supplements the discussion under “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement and is only applicable to you if (i) you are a United States holder (as defined in the accompanying prospectus supplement) and (ii) your taxable year does not end on a day that is between the final valuation date and the maturity date.

NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW YOUR NOTES SHOULD CURRENTLY BE TREATED FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. AS A RESULT, CERTAIN ASPECTS OF THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF YOUR INVESTMENT IN THE NOTES ARE UNCERTAIN. ACCORDINGLY, WE URGE YOU TO CONSULT YOUR TAX ADVISOR AS TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF YOUR INVESTMENT IN THE NOTES AS WELL AS THE APPLICATION OF STATE, LOCAL AND OTHER TAX LAWS TO YOUR INVESTMENT IN THE NOTES.

Because of the possibility that the payment at maturity could be temporarily deferred upon the occurrence of a market disruption event, the Notes may be treated as either long-term or short-term debt for U.S. federal income tax purposes. Our special tax counsel, Sullivan & Cromwell LLP, is of the opinion that the Notes should be treated as contingent short-term debt for United States federal income tax purposes. Except as otherwise noted, the discussion below assumes the Notes will be treated as such. The terms of your Notes require you and us (in the absence of a change in law or a regulatory, administrative or judicial ruling to the contrary) to treat your Notes for all tax purposes as a contingent short-term debt instrument subject to the rules discussed herein. In purchasing your Notes, you agree to these terms.

Initial Purchasers. If you are an initial purchaser of the Notes, upon the maturity of your Notes, you should recognize ordinary income, if any, in an amount equal to the difference between the amount you receive with respect to your Notes at such time and the amount you paid for your Notes. Upon a sale or exchange of your Notes, it would be reasonable for you to recognize short-term capital gain or loss in an amount equal to the difference between the amount you paid for your Notes and the amount received by you upon such sale or exchange, unless you sell or exchange your Notes between the final valuation date and the maturity date, in which case it would be reasonable for you to treat any gain that you recognize as ordinary income and any loss that you recognize as a short-term capital loss. The deductibility of capital losses is subject to limitations.

Secondary Purchasers. If you are a secondary purchaser of Notes, you should be treated in the same manner as described above with respect to initial purchasers except that if you purchase your Notes at a discount from their principal amount (i) and hold them until maturity, it would be reasonable for you to treat any income you recognize as short-term capital gain to the extent of the excess of the principal amount of your Notes over the amount you paid for your Notes, or (ii) sell or exchange them between the final valuation date and the maturity date, any gain that you recognize upon such sale or exchange should be treated as short-term capital gain to the extent that such gain does not exceed the difference between the principal amount of your Notes and the amount you paid for your Notes.

Alternatively, if your Notes were treated as regular debt for U.S. federal income tax purposes, different rules would apply. Specifically, if based on all the facts and circumstances as of the issue date, it is significantly more likely that than not that the conditional coupon will not be paid, you should not be required to include any interest into income over the term of your Notes. On the other hand, if based on all the facts and circumstances as of the issue date, neither outcome at maturity is significantly more likely than not to occur, the Notes would be subject to the special rules governing contingent payment debt obligations as further discussed under the heading “Certain U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes—Contingent Payment Debt Instruments” in the accompanying prospectus supplement.

 

FWP-4


Selected Risk Considerations

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the linked share. These risks are explained in more detail in the “Risk Factors” section of the prospectus supplement, including the risk factors discussed under the following headings:

 

   

“Risk Factors—Risks Relating to All Notes”;

 

   

“Risk Factors—Additional Risks Relating to Notes Which Pay No Interest”;

 

   

“Risk Factors—Additional Risks Relating to Notes with Reference Assets That Are Equity Securities or Shares or Other Interests in Exchange-Traded Funds, That Contain Equity Securities or Shares or Other Interests in Exchange-Traded Funds or That Are Based in Part on Equity Securities or Shares or Other Interests in Exchange-Traded Funds”; and

 

   

“Risk Factors—Additional Risks Relating to Notes with a Barrier Percentage or a Barrier Level”.

In addition to the risks described above, you should consider the following:

 

   

The Notes Might Not Pay More Than the Principal Amount—You may receive a lower payment at maturity than you would have received if you had invested in the linked share. If the closing price of the linked share is outside the range on any day between the initial valuation date and the final valuation date, you will not receive a payment at maturity of more than the principal amount of your Notes.

 

   

No Interest—As a holder of the Notes, you will not receive interest payments.

 

   

Certain Built-In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity—While the payment at maturity described in this free writing prospectus is based on the full principal amount of your Notes, the original issue price of the Notes includes the agent’s commission and the cost of hedging our obligations under the Notes through one or more of our affiliates. As a result, the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC will be willing to purchase Notes from you in secondary market transactions will likely be lower than the original issue price, and any sale prior to the maturity date could result in a substantial loss to you. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.

 

   

Lack of Liquidity—The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to offer to purchase the Notes in the secondary market but are not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes.

 

   

Potential Conflicts—We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes.

 

   

Many Economic and Market Factors Will Impact the Value of the Notes—In addition to the level of the linked share on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:

 

   

the expected demand or supply for linked share;

 

   

the time to maturity of the Notes;

 

   

interest and yield rates in the market generally;

 

   

a variety of economic, financial, political, regulatory or judicial events; and

 

   

our creditworthiness, including actual or anticipated downgrades in our credit ratings.

 

Description of the Linked Share

According to publicly available information, Merck & Co., Inc. (the “Company”) is a global research-driven pharmaceutical company that discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health. The Company’s operations are principally managed on a products basis and are comprised of two reportable segments: the Pharmaceutical segment and the Vaccines segment. The Pharmaceutical segment includes human health pharmaceutical products marketed either directly or through joint ventures. These products consist of therapeutic and preventive agents, sold by prescription, for the treatment of human disorders. The Company sells these human health pharmaceutical products primarily to drug wholesalers and retailers, hospitals, government agencies and managed health care providers such as health maintenance organizations and other institutions. The Vaccines segment includes human health vaccine products marketed either directly or through a joint venture. These products consist of preventative pediatric, adolescent and adult vaccines, primarily administered at physician offices. The Company sells these human health vaccines primarily to physicians, wholesalers, physician distributors and government entities.

The linked share’s SEC file number is: 1-3305.

 

FWP-5


Historical Performance of the Linked Share

The following table sets forth the high and low intraday prices, as well as end-of-quarter closing prices, during the periods indicated below. We obtained the historical trading price information set forth below from Bloomberg, L.P., without independent verification.

 

Quarter/Period Ending

   Quarterly
High
   Quarterly
Low
   Quarterly
Close

March 29, 2002

   $ 61.05    $ 53.67    $ 54.50

June 28, 2002

   $ 55.70    $ 45.05    $ 47.93

September 30, 2002

   $ 51.11    $ 36.49    $ 43.26

December 31, 2002

   $ 57.24    $ 41.03    $ 53.58

March 31, 2003

   $ 57.01    $ 47.23    $ 51.85

June 30, 2003

   $ 60.10    $ 51.20    $ 57.31

September 30, 2003

   $ 59.33    $ 49.48    $ 50.62

December 31, 2003

   $ 51.50    $ 40.59    $ 46.20

March 31, 2004

   $ 49.33    $ 42.85    $ 44.19

June 30, 2004

   $ 48.78    $ 44.28    $ 47.50

September 30, 2004

   $ 47.73    $ 32.65    $ 33.00

December 31, 2004

   $ 34.24    $ 25.60    $ 32.14

March 31, 2005

   $ 32.61    $ 27.50    $ 32.37

June 30, 2005

   $ 35.36    $ 30.40    $ 30.80

September 30, 2005

   $ 32.34    $ 26.97    $ 27.21

December 30, 2005

   $ 32.51    $ 25.50    $ 31.81

March 31, 2006

   $ 36.65    $ 31.82    $ 35.23

June 30, 2006

   $ 36.84    $ 32.75    $ 36.43

September 29, 2006

   $ 42.50    $ 35.30    $ 41.90

December 29, 2006

   $ 46.33    $ 41.24    $ 43.60

March 30, 2007

   $ 46.55    $ 42.35    $ 44.17

June 29, 2007

   $ 55.14    $ 44.52    $ 49.80

September 30, 2007

   $ 53.73    $ 48.11    $ 51.69

December 31, 2007

   $ 61.62    $ 51.44    $ 58.11

February 4, 2008*

   $ 61.18    $ 42.50    $ 47.47

 

* High, low and closing prices are for the period starting December 31, 2001 and ending February 4, 2008

SUPPLEMENTAL PLAN OF DISTRIBUTION

We expect that delivery of the Notes will be made against payment for the Notes on or about the issue date indicated on the cover of this free writing prospectus, which is the fifth business day following the expected initial valuation date (this settlement cycle being referred to as “T+5”). See “Plan of Distribution” in the prospectus supplement.

 

FWP-6